Reed Smith Shaw & MClay, William J. Smith, Tax Matters Partner - Page 26

                                       - 26 -                                         
             Id. at 68.  In view of the fact that the committee "was                  
             part of the 'package' of the Trust", the Court held that                 
             delivery of the pension fund check to the pension committee              
             "constituted delivery to the trust."  Id.                                
                  Thus, the tax matters partner argues in the instant                 
             case that delivery of the contribution agreement and                     
             ratification to Mr. Stein, the trustee of the trust, had                 
             the same effect as delivery of the check in Dick Bros.,                  
             Inc. v. Commissioner, supra.  According to the tax matters               
             partner, the execution and delivery of the contribution                  
             agreement and ratification transferred legal title to the                
             underlying stock from petitioners to the partnership and                 
             back to Mr. Stein as trustee of the trust.                               
                  We agree with the premise of the argument made by the               
             tax matters partner that the partnership must have received              
             and must have transferred legal title to the Saztec stock                
             to the trust.  Otherwise, if legal title to the underlying               
             stock was not transferred to the trust, it would be                      
             difficult to find that the trust had received anything and               
             that there had been "an outlay of cash or other property"                
             as necessary in order to qualify for the section 404(a)                  
             deduction.  See Don E. Williams Co. v. Commissioner, 429                 
             U.S. at 578-579.                                                         








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